##### 



Exhibit 10.39




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Page1.
    
    
    
    Employment
    
    
    12.
    
    
    
    Employment Term
    
    
    2(a)
    
    Term
    
    
    2(b)
    
    Relationship Prior to Effective Date
    
    
    23.
    
    
    
    Positions and Duties
    
    
    24.
    
    
    
    Compensation and Related Matters
    
    
    3(a)
    
    Base Salary
    
    
    3(b)
    
    Annual Bonus
    
    
    3(c)
    
    Employee Benefits
    
    
    4(i) Incentive, Savings, and Retirement Plans
    
    
    4(ii) Welfare Benefit Plans
    
    
    4(d)
    
    Expenses
    
    
    4(e)
    
    Fringe Benefits
    
    
    5(f)
    
    Vacation
    
    
    55.
    
    
    
    Termination of Employment
    
    
    5(a)
    
    Death
    
    
    5(b)
    
    Disability
    
    
    5(c)
    
    Termination by Company
    
    
    5(d)
    
    Termination by Executive
    
    
    6(e)
    
    Notice of Termination
    
    
    7(f)
    
    Date of Termination
    
    
    76.
    
    
    
    Obligations of the Company Upon Termination
    
    
    8(a)
    
    Good Reason or During the Window Period; Other Than
for Cause, Death, or Disability
    
    
    8(b)
    
    Death
    
    
    10(c)
    
    Disability
    
    
    11(d)
    
    Cause; Other than for Good Reason or During the Window Period
    
    
    117.
    
    
    
    Certain Additional Payments by the Company
    
    
    118.
    
    
    
    Representations and Warranties
    
    
    149.
    
    
    
    Confidential Information
    
    
    1410.
    
    
    
    Certain Definitions
    
    
    15(a)
    
    Effective Date
    
    
    15(b)
    
    Change of Control Period
    
    
    15(c)
    
    Change of Control
    
    
    1511.
    
    
    
    Full Settlement
    
    
    1712.
    
    
    
    No Effect on Other Contractual Rights
    
    
    1713.
    
    
    
    Indemnification; Directors and Officers Insurance
    
    
    1814.
    
    
    
    Injunctive Relief
    
    
    1815.
    
    
    
    Governing Law
    
    
    1816.
    
    
    
    Notices
    
    
    18
 i




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Page17.
    
    
    
    Binding Effect; Assignment; No Third Party Benefit
    
    
    1918.
    
    
    
    Miscellaneous
    
    
    19(a)
    
    Amendment
    
    
    19(b)
    
    Waiver
    
    
    20(c)
    
    Withholding Taxes
    
    
    20(d)
    
    Nonalienation of Benefits
    
    
    20(e)
    
    Severability
    
    
    20(f)
    
    Entire Agreement
    
    
    20(g)
    
    Captions
    
    
    20(h)
    
    References
    
    
    20
 ii




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EMPLOYMENT AGREEMENT
         Employment




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Employment Term
 Term
 Relationship Prior to Effective Date
 Positions and Duties
  provided, however
 2




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Compensation and Related Matters
 Base Salary provided, however
 Annual Bonus
 3




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Employee Benefits
 Incentive, Savings and Retirement Plans
 Welfare Benefit Plans
 Expenses
 4




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Fringe Benefits
 Vacation
 Termination of Employment
 Death
 Disability provided
 Termination by Company
  5




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Termination by Executive
    6




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Notice of Termination provided, however
 Date of Termination
 7




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provided, however
 Obligations of the Company upon Termination
 Good Reason or During the Window Period; Other Than for Cause, Death or
Disability
  provided
   8




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provided, however
   9




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provided,
however
    Death
 10




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Disability
 Cause; Other than for Good Reason or During the Window Period
 Certain Additional Payments by the Company
  11




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12




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provided, however provided, however provided further
 13




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Representations and Warranties
   Confidential Information
 14




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Certain Definitions
 Effective Date
 Change of Control Period provided, however
 Change of Control
 provided, however
  15




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##### 



provided, however
   16




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Full Settlement
    No Effect on Other Contractual Rights
 17




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##### 



Indemnification; Directors and Officers Insurance provided,
however
 Injunctive Relief
 Governing Law
 Notices
 18




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If to the Company, at:
    
    Noble Drilling Services Inc.13135 South Dairy Ashford, Suite 800Sugar Land, Texas 77478Fax No.: (281) 491-2092Attention: PresidentIf to the Executive, at:
    
    David W. WilliamsNoble Drilling Services Inc.13135 South Dairy Ashford, Suite 800Sugar Land, Texas 77478Fax No.: (281) 491-2092
 Binding Effect; Assignment; No Third Party Benefit
     Miscellaneous
 Amendment
 19




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##### 



Waiver
 Withholding Taxes
 Nonalienation of Benefits
 Severability provided, however
 Entire Agreement
 Captions
 References
 20




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COMPANY
NOBLE DRILLING SERVICES INC.By:
    /s/ Julie J. RobertsonName:
    Julie J. RobertsonTitle:
    Executive Vice PresidentEXECUTIVE/s/ David W. WilliamsDavid W. Williams 21